Common use of LICENSE GRANT AND TERM Clause in Contracts

LICENSE GRANT AND TERM. 3.1. Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE an exclusive license under all of YALE’s interest in the LICENSED PATENTS, LICENSED MATERIALS and LICENSED METHODS to make, have made, use, sell, offer for sale, have sold, import or export therapeutic and prophylactic RTK PRODUCTS in the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.2. Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE a non-exclusive license under all of YALE’s interest in the LICENSED PATENTS and LICENSED METHODS and LICENSED MATERIALS to make, have made, use, sell, offer for sale, have sold, import or export diagnostic RTK PRODUCTS within the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.3. Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE a non-exclusive license under all of YALE’s interest in the LICENSED KNOW-HOW to make, have made, use, sell, offer for sale, have sold, import or export any RTK PRODUCT, method, procedure, service or process in the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.4. (a) Collectively, the rights granted to LICENSEE under Section 3.1, Section 3.2 and Section 3.3 shall be the “LICENSE”. The LICENSE is further subject to all the terms and conditions of this AGREEMENT, including, without limitation, YALE’s right to terminate the LICENSE if a TERMINATION EVENT has occurred and is continuing by reason of, among other things, LICENSEE’s failure to pay all amounts due to YALE pursuant to Articles 5, 6, and 10 and LICENSEE’s failure to comply with Section 7.5.

LICENSE GRANT AND TERM. 3.1. 3.1 Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE an exclusive license under all worldwide license, with the right to grant sublicenses, to practice LICENSED PATENTS and use LICENSED INFORMATION for purposes of YALE’s interest in the LICENSED PATENTS, LICENSED MATERIALS research and LICENSED METHODS development of products and to make, have made, use, sell, offer for sale, have sold, sold and import LICENSED PRODUCTS or export therapeutic and prophylactic RTK PRODUCTS SERVICES in the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.2. Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE a non-exclusive license under all of YALE’s interest in the LICENSED PATENTS and LICENSED METHODS and LICENSED MATERIALS to make, have made, use, sell, offer for sale, have sold, import or export diagnostic RTK PRODUCTS within the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.3. Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE a non-exclusive license under all of YALE’s interest in the LICENSED KNOW-HOW to make, have made, use, sell, offer for sale, have sold, import or export any RTK PRODUCT, method, procedure, service or process in the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.4. FIELDS OF USE (a) Collectively, the rights granted to LICENSEE under Section 3.1, Section 3.2 and Section 3.3 shall be the “LICENSE”. ). 3.2 The LICENSE is further expressly made subject to all a non-exclusive, irrevocable, royalty-free license already granted to the terms U.S. Government for OCR 1079 and conditions OCR 1220, a copy of which is attached as Appendix B and incorporated into this AGREEMENT 3.3 The LICENSE is expressly made subject to YALE’ s and HHMI’s reservation of the right to make, includinguse and practice the LICENSED INTELLECTUAL PROPERTY and any IMPROVEMENTS for their own non-commercial purposes. Nothing in this AGREEMENT shall be construed to grant by implication estoppel or otherwise any licenses under patents of YALE other than the LICENSED INTELLECTUAL PROPERTY. 3.4 Unless terminated earlier as provided in Article 13, without limitationthe term of the LICENSE for the LICENSED PATENTS shall commence on the EFFECTIVE DATE and shall be for the life of the last to expire of the LICENSED PATENTS. 3.5 For a period of three (3) years from the EFFECTIVE DATE of the AGREEMENT, YALE shall grant LICENSEE a one-hundred and twenty (120) day option to negotiate to add IMPROVEMENT(S) in the FIELDS OF USE and relating to the atomic structures of ribosomes or ribosomal subunits and/or other factors interacting with ribosomes, to the definition of LICENSED PATENTS by amendment to the AGREEMENT, on non-equity based financial terms to be negotiated. If at the end of the one hundred twenty (120) day option period the parties are unable to reach agreement, despite the good faith efforts of both parties, then neither party shall be under any further obligation to the other with respect to the particular IMPROVEMENT(S). YALE shall provide LICENSEE with notice of invention disclosures for IMPROVEMENTS within ninety (90) days of receipt of the invention disclosure by YALE’s right to terminate the LICENSE if a TERMINATION EVENT has occurred and is continuing by reason of, among other things, LICENSEE’s failure to pay all amounts due to YALE pursuant to Articles 5, 6, and 10 and LICENSEE’s failure to comply with Section 7.5Office of Cooperative Research.

LICENSE GRANT AND TERM. 3.1. 3.1 Subject to all the terms and conditions of this AGREEMENTAgreement, YALE hereby grants to LICENSEE an exclusive license license, with the right to sublicense, under all the POOLED PATENTS to the extent of YALE’s interest in the LICENSED PATENTSrights therein, LICENSED MATERIALS and LICENSED METHODS to make, have made, use, sell, offer for sale, have sold, import or export therapeutic PRODUCTS in the FIELD in the LICENSED TERRITORY. 3.2 To the extent that any invention included within the POOLED PATENTS which is owned in whole or in part by YALE has been funded in whole or in part by the United States government (“Yale US Gov’t Funded Pooled Patents”), the United States government retains certain rights in such invention as set forth in 35 U.S.C. §200-212 and prophylactic RTK all regulations promulgated thereunder, as amended, and any successor statutes and regulations (the “Federal Patent Policy”). As a condition of the license granted hereby, LICENSEE acknowledges and shall comply with all aspects of the Federal Patent Policy applicable to the Yale US Gov’t Funded Pooled Patents, including the obligation that PRODUCTS used or sold in the United States which are covered by one of more Yale US Gov’t Funded Pooled Patents at the time of such use or sale be manufactured substantially in the United States. Nothing contained in this Agreement obligates or shall obligate YALE to take any action that would conflict in any respect with its past, current or future obligations to the United States Government under the Federal Patent Policy with respect to Yale US Gov’t Funded Pooled Patents. 3.3 The LICENSE is expressly made subject to YALE’s reservation of the right to make, use and practice the POOLED PATENTS (but only to the extent of YALE’s rights therein) and PRODUCTS (but only to the extent of YALE’s rights therein) for research, clinical, teaching or other non-commercial purposes, and to grant to other academic research institutions non-exclusive licenses to the POOLED PATENTS (but only to the extent of YALE’s rights therein) and PRODUCTS (but only to the extent of YALE’s rights therein) for research, clinical, or teaching purposes and not for purposes of commercial development, use, manufacture or distribution. LICENSEE shall use REASONABLE COMMERCIAL EFFORTS to [***]. Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses under patents of YALE other than the POOLED PATENTS. 3.4 Unless terminated earlier as provided in Article 13, the term of this Agreement (the “TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire, on a country-by-country basis in the LICENSED TERRITORY, on the date on which the last VALID CLAIM of the POOLED PATENTS, whether owned in whole or in part by YALE or LICENSEE, in such country expires, lapses or is declared to be invalid by a non-appealable decision of a court or other authority of competent jurisdiction through no fault or cause of LICENSEE, and LICENSEE’S payment obligations shall also terminate on such date in such country. This Agreement shall terminate in its entirety on the date on which the last VALID CLAIM of the POOLED PATENTS, whether owned in whole or in part by YALE or LICENSEE, in all countries of the LICENSED TERRITORY expires, lapses or is declared to be invalid by a non-appealable decision of a court or other authority of competent jurisdiction through no fault or cause of LICENSEE. Notwithstanding the foregoing, all of LICENSEE’s [***] Certain information in this document has been omitted and filed separately with the right Securities and Exchange Commission. Confidential treatment has been requested with respect to sublicense the omitted portions. payment obligations shall survive any early termination of this Agreement pursuant to Article 13 as set forth in Article 13.4(c), and such payment obligations shall expire until the earlier of the events to occur in Article 6.1.(d) (i) for each ROYALTY PRODUCT except that LICENSEE shall have no such payment obligations in the event of LICENSEE’S termination due to breach by YALE under Article 13.3(b) in which case the payment obligations shall terminate on the effective date of LICENSEE’S termination. 3.5 Except as expressly provided in this AGREEMENT. 3.2. Subject to all the terms and conditions Agreement, under no circumstances will either party, as a result of this AGREEMENTAgreement, YALE hereby grants to LICENSEE a non-exclusive license under all of YALE’s obtain any interest in the LICENSED PATENTS and LICENSED METHODS and LICENSED MATERIALS to make, have made, use, sell, offer for sale, have sold, import or export diagnostic RTK PRODUCTS within the LICENSED TERRITORY, with the any other right to sublicense as provided in this AGREEMENTany technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of the other party. 3.3. Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE a non-exclusive license under all of YALE’s interest in the LICENSED KNOW-HOW to make, have made, use, sell, offer for sale, have sold, import or export any RTK PRODUCT, method, procedure, service or process in the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.4. (a) Collectively, the rights granted to LICENSEE under Section 3.1, Section 3.2 and Section 3.3 shall be the “LICENSE”. The LICENSE is further subject to all the terms and conditions of this AGREEMENT, including, without limitation, YALE’s right to terminate the LICENSE if a TERMINATION EVENT has occurred and is continuing by reason of, among other things, LICENSEE’s failure to pay all amounts due to YALE pursuant to Articles 5, 6, and 10 and LICENSEE’s failure to comply with Section 7.5.

LICENSE GRANT AND TERM. 3.1. 2.1 Subject to all the terms and conditions of this AGREEMENTAgreement, YALE LICENSOR hereby grants to LICENSEE and its AFFILIATES as designated by LICENSEE in writing to LICENSOR (a “DESIGNATED AFFILIATE”), an exclusive license to its rights under all of YALE’s interest in the LICENSED PATENTSTECHNOLOGIES, LICENSED MATERIALS and LICENSED METHODS with the right to grant sublicenses, to make, have made, use, sell, offer for sale, have sold, import or export therapeutic and prophylactic RTK PRODUCTS LICENSED TECHNOLOGIES only within the FIELD in the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.2. Subject to all the terms TERRITORY and conditions of this AGREEMENT, YALE hereby grants to LICENSEE a non-exclusive license to its rights under all of YALE’s interest in the LICENSED PATENTS and LICENSED METHODS and LICENSED MATERIALS INFORMATION to make, have made, use, sell, offer for sale, have sold, import or export diagnostic RTK PRODUCTS LICENSED TECHNOLOGIES within the FIELD in the LICENSED TERRITORYTERRITORY (the “LICENSE”) provided this Agreement is in effect and LICENSEE is not in breach of its obligations hereunder. 2.2 Unless terminated earlier as provided in Article 11, with the term of the LICENSE (the “TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire on the later of the date on which the last of the claims of the patents described in the LICENSED TECHNOLOGIES expires, lapses or is declared to be invalid by a final, non-appealable decision of a court of competent jurisdiction in the FIELD in the applicable portion of the LICENSED TERRITORY through no fault or cause of LICENSEE. 2.3 Except as expressly provided in this Agreement, under no circumstances shall LICENSEE and any of its AFFILIATES, as a result of this Agreement, obtain any interest in or any other right to sublicense any TECHNOLOGIES, know-how, patents, patent applications, materials or other intellectual or proprietary property. 2.4 LICENSOR shall disclose the LICENSED INFORMATION to LICENSEE and its DESIGNATED AFFILIATES, which LICENSEE and its DESIGNATED AFFILIATES shall be entitled to use as provided in this AGREEMENTArticle 2. LICENSOR shall provide the compound needed for testing pursuant to the CLINICAL TRIAL requirements at no cost to LICENSEE and its DESIGNATED AFFILIATES. 3.32.5 LICENSOR represents that it has obtained from all relevant persons appropriate agreements vesting in LICENSOR all rights to LICENSED TECHNOLOGIES and, upon the request of LICENSEE and its DESIGNATED AFFILIATES, LICENSOR shall provide to LICENSEE and/or its DESIGNATED AFFILIATES copies of such agreements. 2.6 For the avoidance of doubt, the DESIGNATED AFFILIATES of LICENSEE are direct beneficiaries of the LICENSE under the AGREEMENT. Subject to all DESIGNATED AFFILIATES of LICENSEE may enforce the LICENSE as if they were a party. Any assignment and/or license arrangement between LICENSEE and its DESIGNATED AFFILIATES regarding LICENSED TECHNOLOGIES shall not be construed as SUBLICENSES under Article 2 of the AGREEMENT. Each DESIGNATED AFFILIATE shall execute a letter indicating that such AFFILIATE shall be bound by the terms and conditions of this AGREEMENT, YALE hereby grants to Agreement. 2.7 LICENSEE a non-exclusive license under all of YALE’s interest in the LICENSED KNOW-HOW to make, and its DESIGNATED AFFILIATES shall have made, use, sell, offer for sale, have sold, import or export any RTK PRODUCT, method, procedure, service or process in the LICENSED TERRITORY, with the right to grant sublicenses to SUBLICENSEES under this Agreement. LICENSEE shall evaluate if a SUBLICENSEE is qualified to be sublicensed and provide the evaluation report to LICENSOR. LICENSEE shall provide LICENSOR with a final copy of any sublicense as provided in this AGREEMENTagreement. 3.4. 2.8 LICENSEE for itself and on behalf of its DESIGNATED AFFILIATES shall pay royalties to LICENSOR on NET SALES of LICENSED TECHNOLOGIES by its SUBLICENSEES at the SUBLICENSEE ROYALTY RATE. 2.9 LICENSEE agrees that it has sole responsibility to promptly: (a) Collectively, the rights provide LICENSOR with a copy of any amendments to sublicenses granted by LICENSEE and/or its DESIGNATED AFFILIATES under this Agreement and to notify LICENSOR of termination of any sublicense; and (b) deliver copies of all reports provided to LICENSEE or its DESIGNATED AFFILIATES by SUBLICENSEES, to the extent such reports relate to obligations of LICENSEE, its DESIGNATED AFFILIATES and/or SUBLICENSEES under Section 3.1, Section 3.2 and Section 3.3 this Agreement. 2.10 LICENSEE shall be the “LICENSE”. The LICENSE is further subject not sublicense to all the terms and conditions of this AGREEMENT, including, without limitation, YALE’s right to terminate the LICENSE if a TERMINATION EVENT has occurred and is continuing by reason of, among other things, LICENSEE’s failure to pay all amounts due to YALE pursuant to Articles 5, 6, and 10 and LICENSEE’s failure to comply an entity that shares common ownership with Section 7.5it.

LICENSE GRANT AND TERM. 3.1. 3.1 Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE an exclusive license under all of YALE’s interest in the LICENSED PATENTS, LICENSED MATERIALS and LICENSED METHODS to make, have made, use, sell, offer for sale, have sold, import or export therapeutic and prophylactic RTK ENPP PRODUCTS in the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. Any LICENSED PATENT described in Article 2.27(b) shall become part of the LICENSE under this AGREEMENT by an amendment to this AGREEMENT pursuant to Article 17.6. 3.2. 3.2 Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE a non-exclusive license under all of YALE’s interest in the LICENSED PATENTS and PATENTS, LICENSED METHODS and LICENSED MATERIALS to make, have made, use, sell, offer for sale, have sold, import or export diagnostic RTK ENPP PRODUCTS within the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.3. 3.3 Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE a non-exclusive license under all of YALE’s interest in the LICENSED KNOW-HOW to make, have made, use, sell, offer for sale, have sold, import or export any RTK ENPP PRODUCT, method, procedure, service or process in the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.4. (a) Collectively, the rights granted to LICENSEE under Section 3.1, Section 3.2 and Section 3.3 shall be the “LICENSE”. The LICENSE is further subject to all the terms and conditions of this AGREEMENT, including, without limitation, YALE’s right to terminate the LICENSE in accordance with the terms of this AGREEMENT if a TERMINATION EVENT has occurred and is continuing by reason of, among other things, LICENSEE’s failure to pay all amounts due to YALE pursuant to Articles 5, 6, and 10 and LICENSEE’s failure to comply with Section 7.5. (b) Part of the consideration received by YALE for the grant of the LICENSE is LICENSEE’s obligation under the RESEARCH AGREEMENT to provide RESEARCH SUPPORT in the aggregate amount of One Million Three Hundred Seventy-Nine Thousand Nine Hundred and Ninety-Nine Dollars ($1,379,996.00) according to the following total annual budget of: provided for in the RESEARCH AGREEMENT. [**] in case of termination of the RESEARCH AGREEMENT, LICENSEE shall have paid all costs for which LICENSEE is responsible under the RESEARCH AGREEMENT and which costs were incurred by YALE and unpaid by the LICENSEE through the date of termination, including, without limitation, all non-reimbursed costs and non-cancelable commitments of YALE relating to the RESEARCH AGREEMENT, that are incurred prior to the date of termination of the RESEARCH AGREEMENT, but in the case of personnel costs, no more than salary and benefits of such personnel provided for under the RESEARCH AGREEMENT [**]. YALE shall use reasonable best efforts to mitigate such costs and commitments, consistent with YALE’s normal policies and practices with regard to termination or transfer of, or assistance in seeking other employment for, such personnel. Expiration or termination of the RESEARCH AGREEMENT in accordance with its terms shall not be deemed a termination of this AGREEMENT. 3.5 To the extent that any invention included within the LICENSED PATENTS has been funded in whole or in part by the United States government, the United States government retains certain rights in such invention as set forth in 35 U.S.C. §200-212 and all regulations promulgated thereunder, as amended, and any successor statutes and regulations (the “FEDERAL PATENT POLICY”). As a condition of the grant of the LICENSE, LICENSEE acknowledges and shall comply with all aspects of the FEDERAL PATENT POLICY applicable to the LICENSED PATENTS, including the obligation that PRODUCTS IN CLASS used or sold in the United States be manufactured substantially in the United States. Nothing contained in this AGREEMENT obligates or shall obligate YALE to take any action that would conflict in any respect with its past, current or future obligations to the United States Government under the FEDERAL PATENT POLICY with respect to the LICENSED PATENTS. 3.6 The LICENSE is expressly made subject to YALE’s reservation of the right, on behalf of itself and all other non-profit academic research institutions, to make, use and practice the ENPP TECHNOLOGY for academic research, clinical, teaching or other non-commercial purposes, and not for purposes of commercial development, use, manufacture, sale or distribution. Nothing in this AGREEMENT shall be construed to grant by implication, estoppel or otherwise any licenses under patents of YALE other than the LICENSED KNOW-HOW, LICENSED MATERIALS, LICENSED METHODS, and LICENSED PATENTS. 3.7 The term of the LICENSE (the “TERM”) shall commence on the EFFECTIVE DATE and, unless terminated earlier as provided in Article 13, shall automatically expire, on a country-by-country basis, on the date that is the latest of whichever of the following is applicable: (a) the date on which the last of the VALID CLAIMS of the patents included in the LICENSED PATENTS in such country expires, lapses or is declared to be invalid by a final decision of a court or other authority of competent jurisdiction, not subject to further appeal, through no fault or cause of LICENSEE; and (b) the date that is ten (10) years after the last LICENSED KNOW-HOW, LICENSED MATERIALS, or LICENSED METHODS have been provided to LICENSEE by YALE under this AGREEMENT; and (c) the date that is ten (10) years from the date of FIRST SALE of a PRODUCT IN CLASS; but in no event shall the TERM end later than the date that is thirty (30) years after the EFFECTIVE DATE. 3.8 YALE hereby agrees that, after the EFFECTIVE DATE and for so long as XXXXXXXX is MEANINGFULLY INVOLVED AT YALE and MEANINGFULLY INVOLVED AT LICENSEE, [**] and claimed in any LICENSED PATENT. 3.9 In the event of a CHANGE OF CONTROL, LICENSEE’s successor shall have the right, exercisable by written notice to YALE given prior to such CHANGE OF CONTROL, to elect that upon the occurrence of such CHANGE OF CONTROL, for purposes of this AGREEMENT, [**]. 3.10 To the extent that any MATERIALS provided by XXXXXXXX or the XXXXXXXX LAB to LICENSEE on or after the EFFECTIVE DATE are not owned One Hundred Percent (100%) by YALE, YALE shall, [**] LICENSEE [**] YALE’s [**]. It is the parties’ intention, [**] the EFFECTIVE DATE, [**] the parties. 3.11 To the extent that any METHODS provided by XXXXXXXX or the XXXXXXXX LAB to LICENSEE after the EFFECTIVE DATE are not owned One Hundred Percent (100%) by YALE, YALE shall [**] LICENSEE [**] YALE’s [**].

LICENSE GRANT AND TERM. 3.12.1. Subject to all the terms and conditions of this AGREEMENTAgreement, YALE PROMAB hereby grants to LICENSEE an exclusive license to its rights under all of YALE’s interest in the LICENSED PATENTSTECHNOLOGIES, LICENSED MATERIALS and LICENSED METHODS with the right to grant sublicenses, to make, have made, use, sell, offer for sale, have sold, import or export therapeutic and prophylactic RTK PRODUCTS LICENSED TECHNOLOGIES within the FIELD in the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.2. Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE a non-exclusive license under all of YALE’s interest in the LICENSED PATENTS and LICENSED METHODS and LICENSED MATERIALS to make, have made, use, sell, offer for sale, have sold, import or export diagnostic RTK PRODUCTS within the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.3. Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE a non-exclusive license under all of YALE’s interest in the LICENSED KNOW-HOW to make, have made, use, sell, offer for sale, have sold, import or export any RTK PRODUCT, method, procedure, service or process in the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.4. TERRITORY (a) Collectively, the rights granted to LICENSEE under Section 3.1, Section 3.2 and Section 3.3 shall be the “LICENSE”) provided this Agreement is in effect and LICENSEE is not in material breach of its obligations hereunder. i. In the event that PROMAB develops any IMPROVEMENTS to the LICENSED TECHNOLOGY that may be useful to LICENSEE’S efforts to commercialize the LICENSED TECHNOLOGY, PROMAB will promptly notify LICENSEE of such IMPROVEMENTS and disclose such IMPROVEMENTS to LICENSEE. The LICENSE PROMAB shall not disclose or license any such IMPROVEMENTS to a third party until after LICENSEE had the opportunity to evaluate the same for purposes of licensing such IMPROVEMENTS. ii. In the event PROMAB or a third party desires to describe in a scholarly or scientific publication, prior to taking any steps to publishing any such publication, PROMAB will first consult with LICENSEE so that LICENSEE can determine whether any CONFIDENTIAL INFORMATION of LICENSEE’S is further subject at risk of disclosure or publication. LICENSEE has thirty (30) days to all review and determine whether any CONFIDENTIAL INFORMATION of LICENSEE’S should be redacted. PROMAB agrees to redact LICENSEE’S CONFIDENTIAL INFORMATION in such proposed disclosure or publication. 2.2. Unless terminated earlier as provided in Article 12, the terms and conditions term of this AGREEMENT, including, without limitation, YALE’s right to terminate the LICENSE if (“the TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire on the later of: (a) the date on which the last of the claims of the patents described in the LICENSED TECHNOLOGIES expires, lapses or is declared to be invalid by a TERMINATION EVENT has occurred and is continuing by reason offinal, among other things, non-appealable decision of a court of competent jurisdiction through no fault or cause of LICENSEE’s failure to pay all amounts due to YALE pursuant to Articles 5, 6, and 10 and LICENSEE’s failure to comply with Section 7.5; or (b) twenty (20) years after the EFFECTIVE DATE.

LICENSE GRANT AND TERM. 3.1. Subject to all the terms and conditions of this AGREEMENTAgreement, YALE the LICENSOR hereby grants to LICENSEE an exclusive license to practice under all of YALE’s interest in the LICENSED PATENTSPATENTS and use the LICENSED INFORMATION, LICENSED MATERIALS and LICENSED METHODS with the right to grant sublicenses, to make, have made, use, sell, offer for sale, have sold, offer to sell, import or export therapeutic and prophylactic RTK LICENSED PRODUCTS within the FIELD in the LICENSED TERRITORY, with TERRITORY (the right to sublicense as provided in this AGREEMENT“LICENSE”). 3.2. Subject LICENSOR grants to all LICENSEE a right of first refusal to financially support any IMPROVEMENT PROJECT and to include the results of any such IMPROVEMENT PROJECT under the terms of this Agreement as LICENSED PATENTS or LICENSED INFORMATION. LICENSOR shall disclose any proposed IMPROVEMENT PROJECT to LICENSEE in writing prior to disclosing to any THIRD PARTIES. Following such written disclosure to LICENSEE, LICENSEE shall have ninety (90) days to determine its interest in financially supporting such IMPROVEMENT PROJECT. In the event that LICENSEE desires to financially support the IMPROVEMENT PROJECT, LICENSEE shall inform LICENSOR in writing and the parties shall negotiate in good faith the terms and conditions of a sponsored research agreement upon commercially reasonable terms. In the event that LICENSEE determines not to financially support such IMPROVEMENT PROJECT, or if the parties are unable to agree upon commercial terms, then LICENSOR shall be free to negotiate with a THIRD PARTY relating to the funding of such IMPROVEMENT PROJECT, provided however, that the LICENSOR may not enter into an agreement with a THIRD PARTYon terms more favorable to such THIRD PARTY than those proposed by LICENSOR to LICENSEE. Nothing in this AGREEMENTAgreement shall be construed as a license, YALE hereby grants sublicense or grant to LICENSEE a non-exclusive license under all such THIRD PARTY of YALE’s interest rights to the LICENSED PATENTS or LICENSED INFORMATION, or as an exception to the rights granted pursuant to Section 3.1 of this Agreement. 3.3. Unless terminated earlier as provided in ARTICLE 15, the term of the LICENSE (the “TERM”) shall commence on the EFFECTIVE DATE and shall automatically expire on the later of: (a) the date on which the last VALID CLAIM described in the LICENSED PATENTS and LICENSED METHODS and LICENSED MATERIALS expires, lapses or is declared to make, have made, use, sell, offer for sale, have sold, import or export diagnostic RTK PRODUCTS within the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENT. 3.3. Subject to all the terms and conditions of this AGREEMENT, YALE hereby grants to LICENSEE be invalid by a non-exclusive license under all appealable decision of YALE’s interest in a court of competent jurisdiction; or (b) twenty (20) years after the LICENSED KNOW-HOW to make, have made, use, sell, offer for sale, have sold, import or export any RTK PRODUCT, method, procedure, service or process in the LICENSED TERRITORY, with the right to sublicense as provided in this AGREEMENTEFFECTIVE DATE. 3.4. (a) Collectively, the rights granted to LICENSEE under Section 3.1, Section 3.2 and Section 3.3 Nothing in this Agreement shall be construed to grant by implication, estoppel or otherwise any licenses under patents of the “LICENSE”LICENSOR other than the LICENSED PATENTS. Except as expressly provided in this Agreement, under no circumstances will the LICENSEE, as a result of this Agreement, obtain any interest in or any other right to any technology, know-how, patents, patent applications, materials or other intellectual or proprietary property of the LICENSOR. Subject to Article 14.1, nothing in this Agreement shall be construed as preventing LICENSOR from using the LICENSED PATENTS and the LICENSED INFORMATION for academic research and non-commercial purposes. 3.5. The LICENSE is further subject granted in Article 3.1 shall automatically convert to all a paid-up, non-exclusive license, on a country-by-country basis, upon the terms expiration of the TERM as described in Article 3.3. 3.6. Articles 2, 6.2(b), 9, 10.2, 13, 15, 16, 18, and conditions 20 shall survive expiration of this AGREEMENT, including, without limitation, YALE’s right to terminate the LICENSE if a TERMINATION EVENT has occurred and is continuing by reason of, among other things, LICENSEE’s failure to pay all amounts due to YALE Agreement pursuant to Articles 5, 6, and 10 and LICENSEE’s failure Article 3.2 or termination pursuant to comply with Section 7.5ARTICLE 15.